EXECUTION COPY



                                  $450,000,000

                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                       3.50% SENIOR NOTES DUE MAY 15, 2008


                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


                                                                    May 13, 2003

Credit Suisse First Boston LLC
The other Initial Purchasers Listed on Schedule A hereto
c/o Credit Suisse First Boston LLC
   Eleven Madison Avenue
   New York, New York 10010-3629

Dear Sirs:

     MidAmerican Energy Holdings Company, an Iowa corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston LLC and the other
Initial Purchasers listed on Schedule A hereto (collectively, the "INITIAL
PURCHASERS"), upon the terms set forth in a purchase agreement of even date
herewith (the "PURCHASE AGREEMENT"), $450,000,000 aggregate principal amount of
its 3.50% Senior Notes due May 15, 2008 (the "INITIAL SECURITIES"). The Initial
Securities will be issued pursuant to that certain Indenture, dated as of
October 4, 2002, as supplemented by a second supplemental indenture to be
entered into thereunder to be dated on or about May 16, 2003 (together, the
"INDENTURE"), between the Company and The Bank of New York, as trustee (the
"TRUSTEE"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for the
benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively, the "HOLDERS"), as follows:

     1. Registered Exchange Offer. Unless not permitted by applicable law (after
the Company has complied with the ultimate paragraph of this Section 1), the
Company shall prepare and file with the Securities and Exchange Commission (the
"COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") on an appropriate form under the Securities Act of 1933, as amended
(the "SECURITIES Act"), with respect to a proposed offer (the "REGISTERED
EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities of the Company issued under the Indenture,
substantially identical in all material respects to the Initial Securities and
registered under the Securities Act (the "EXCHANGE SECURITIES"). The Company
shall use its reasonable best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act within 270 days (such
270th day being an "EFFECTIVENESS DEADLINE") after the date on which the Initial
Purchasers purchase the Initial Securities pursuant to the Purchase Agreement
(the "CLOSING DATE") and will keep the Exchange Offer Registration Statement
effective for not less than 30 days (or longer, if required by applicable law)
after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the "EXCHANGE OFFER REGISTRATION PERIOD").



     If the Company commences the Registered Exchange Offer, the Company will be
entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer).

     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of the Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements or understanding with any person to participate in the distribution
of the Exchange Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508, as
applicable, of Regulation S-K under the Securities Act in connection with such
sale.

     The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 120 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 120 days after the consummation of the
Registered Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and substantially identical in all material respects
to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial
Securities, the Exchange Securities and the Private Exchange Securities are
herein collectively called the "SECURITIES".

     In connection with the Registered Exchange Offer, the Company shall:

                                       2


         (a) mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

         (b) keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date notice thereof is
     mailed to the Holders;

         (c) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York,
     which may be the Trustee or an affiliate of the Trustee;

         (d) permit Holders to withdraw tendered Securities at any time prior to
     the close of business, New York time, on the last business day on which the
     Registered Exchange Offer shall remain open; and

         (e) otherwise comply with all applicable laws.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

         (x) accept for exchange all the Initial Securities validly tendered and
     not withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange;

         (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

         (z) cause the Trustee to authenticate and deliver promptly to each
     Holder of the Initial Securities, the Exchange Securities or the Private
     Exchange Securities, as the case may be, equal in principal amount to the
     Initial Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of its business, (ii) at the time of
commencement of the Registered Exchange Offer, such Holder had no arrangements
or understanding with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the Securities Act,
(iii) such Holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of the Company or if it is an affiliate, such Holder will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is
not engaged in, and does not intend to engage in, the distribution of the
Exchange Securities and (v) if such Holder is a broker-dealer, that it will
receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other
trading activities and that it will be required to acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.

                                       3


     Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

     If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise reasonably required in
connection with the issuance of such decision, including without limitation (i)
participating in telephonic conferences with the Commission, (ii) delivering to
the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.

     2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
date that is 40 days after the date on which the Exchange Offer Registration
Statement is declared effective (such 40th day being the "CONSUMMATION
DEADLINE"), (iii) any Initial Purchaser so requests with respect to the Initial
Securities (or the Private Exchange Securities) not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) is not eligible to participate in the Registered Exchange
Offer or, in the case of any Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange and any such
Holder so requests for any reason other than the failure by such Holder to make
a timely and valid tender in accordance with the Registered Exchange Offer, the
Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur, including
in the case of clauses (iii) or (iv) the receipt of the required notice, being a
"TRIGGER DATE"):

         (a) The Company shall as promptly as practicable prepare and file with
     the Commission and thereafter use its reasonable best efforts to cause to
     be declared effective not later than the latter to occur of the date that
     is (i) 150 days after the Trigger Date and (ii) 270 days after the Closing
     Date (such 150th or 270th day, as the case may be, being an "EFFECTIVENESS
     DEADLINE"), a registration statement (the "SHELF REGISTRATION STATEMENT"
     and, together with the Exchange Offer Registration Statement, a
     "REGISTRATION STATEMENT") on an appropriate form under the Securities Act
     relating to the offer and sale of the Transfer Restricted Securities by the
     Holders thereof from time to time in accordance with the methods of
     distribution set forth in the Shelf Registration Statement and Rule 415
     under the Securities Act (hereinafter, the "SHELF REGISTRATION"); provided,
     however, that no Holder (other than an Initial Purchaser) shall be entitled
     to have the Securities held by it covered by the Shelf Registration
     Statement unless such Holder agrees in writing to be bound by all the
     provisions of this Agreement applicable to such Holder.

                                       4


         (b) The Company shall use its reasonable best efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the Closing Date or such
     shorter period that will terminate when all the Securities covered by the
     Shelf Registration Statement (i) have been sold pursuant thereto or (ii)
     are no longer restricted securities (as defined in Rule 144 under the
     Securities Act, or any successor rule thereof) (such applicable period
     being called the "SHELF REGISTRATION PERIOD").

         (c) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission promulgated thereunder and (ii) not to contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary in order to make the statements therein, in
     light of the circumstances under which they were made, not misleading.

     3. Registration Procedures. In connection with any Shelf Registration
Statement contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:

         (a) The Company shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and, in the event that an Initial Purchaser
     (with respect to any portion of an unsold allotment from the original
     offering of the Initial Securities) is participating in the Registered
     Exchange Offer or the Shelf Registration Statement, the Company shall use
     its best efforts to reflect in each such document, when so filed with the
     Commission, such comments as such Initial Purchaser reasonably may propose
     not later than five business days after delivery of such documents to such
     Initial Purchaser; (ii) include the information set forth in Annex A hereto
     on the cover, in Annex B hereto in the "Exchange Offer Procedures" section
     and the "Purpose of the Exchange Offer" section and in Annex C hereto in
     the "Plan of Distribution" section of the prospectus forming a part of the
     Exchange Offer Registration Statement and include the information set forth
     in Annex D hereto in the letter of transmittal delivered pursuant to the
     Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
     include the information required by Items 507 or 508, as applicable, of
     Regulation S-K under the Securities Act in the prospectus forming a part of
     the Exchange Offer Registration Statement; (iv) include within the
     prospectus contained in the Exchange Offer Registration Statement a section
     entitled "Plan of Distribution," reasonably acceptable to the Initial
     Purchasers, which shall contain a summary statement of the positions taken
     or policies made by the staff of the Commission with respect to the
     potential "underwriter" status of any broker-dealer that is the beneficial
     owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
     as amended (the "EXCHANGE ACT")) of Exchange Securities received by such
     broker-dealer in the Registered Exchange Offer (a "PARTICIPATING
     BROKER-DEALER"), whether such positions or policies have been publicly
     disseminated by the staff of the Commission or such positions or policies,
     in the reasonable judgment of the Initial Purchasers based upon advice of
     counsel (which may be in-house counsel), represent the prevailing views of
     the staff of the Commission; and (v) in the case of a Shelf Registration
     Statement, include the names of the Holders who propose to sell Securities
     pursuant to the Shelf Registration Statement as selling securityholders.

         (b) The Company shall give written notice to the Initial Purchasers,
     the Holders of the Securities and any Participating Broker-Dealer from whom
     the Company has received prior written notice that it will be a
     Participating Broker-Dealer in the Registered Exchange Offer

                                       5


     (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by
     an instruction to suspend the use of the prospectus until the requisite
     changes have been made):

               (i) when the Registration Statement or any amendment thereto has
         been filed with the Commission and when the Registration Statement or
         any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for amendments or
         supplements to the Registration Statement or the prospectus included
         therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company or its legal counsel of any
         notification with respect to the suspension of the qualification of the
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose of which the Company has
         knowledge; and

               (v) of the happening of any event that requires the Company to
         make changes in the Registration Statement or the prospectus in order
         that the Registration Statement or the prospectus do not contain an
         untrue statement of a material fact nor omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein (in the case of the prospectus, in light of the circumstances
         under which they were made) not misleading.

         (c) The Company shall make every reasonable effort to obtain the
     withdrawal, at the earliest possible time, of any order suspending the
     effectiveness of the Registration Statement.

         (d) The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     copy of the Shelf Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules, and, if the Holder
     so requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

         (e) The Company shall deliver to each Exchanging Dealer and each
     Initial Purchaser, and to any other Holder who so requests, without charge,
     at least one copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules, and, if any Initial Purchaser or any such Holder requests, all
     exhibits thereto (including those incorporated by reference).

         (f) The Company shall, during the Shelf Registration Period, deliver to
     each Holder of Securities included within the coverage of the Shelf
     Registration, without charge, as many copies of the prospectus (including
     each preliminary prospectus) included in the Shelf Registration Statement
     and any amendment or supplement thereto as such person may reasonably
     request. The Company consents, subject to the provisions of this Agreement,
     to the use in accordance with applicable law of the prospectus or any
     amendment or supplement thereto by each of the selling Holders of the
     Securities in connection with the offering and sale of the Securities
     covered by the prospectus, or any amendment or supplement thereto, included
     in the Shelf Registration Statement.

         (g) The Company shall deliver to each Initial Purchaser, any Exchanging
     Dealer, any Participating Broker-Dealer and such other persons required to
     deliver a prospectus following the

                                       6


     Registered Exchange Offer, without charge, as many copies of the final
     prospectus included in the Exchange Offer Registration Statement and any
     amendment or supplement thereto as such persons may reasonably request. The
     Company consents, subject to the provisions of this Agreement, to the use
     in accordance with applicable law of the prospectus or any amendment or
     supplement thereto by any Initial Purchaser, if necessary, any
     Participating Broker-Dealer and such other persons required to deliver a
     prospectus following the Registered Exchange Offer in connection with the
     offering and sale of the Exchange Securities covered by the prospectus, or
     any amendment or supplement thereto, included in such Exchange Offer
     Registration Statement.

         (h) Prior to any public offering of the Securities pursuant to any
     Registration Statement, the Company shall cooperate with the Holders of the
     Securities included therein and their Special Counsel (as defined in
     paragraph (p) below) in connection with the registration or qualification
     of the Securities for offer and sale under the securities or "blue sky"
     laws of such states of the United States as any Holder of the Securities
     reasonably requests in writing and do any and all other acts or things
     reasonably necessary or advisable to enable the offer and sale in such
     jurisdictions of the Securities covered by such Registration Statement;
     provided, however, that the Company shall not be required to (i) qualify
     generally to do business in any jurisdiction where it is not then so
     qualified or (ii) take any action which would subject it to general service
     of process or to taxation in any jurisdiction where it is not then so
     subject.

         (i) The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Registration Statement free of
     any restrictive legends and in such denominations and registered in such
     names as the Holders may request a reasonable period of time prior to sales
     of the Securities pursuant to such Registration Statement.

         (j) Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an effective Registration Statement, the Company
     shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Securities or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     If the Company notifies the Initial Purchasers, the Holders of the
     Securities and any known Participating Broker-Dealer in accordance with
     paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the
     prospectus until the requisite changes to the prospectus have been made,
     then the Initial Purchasers, the Holders of the Securities and any such
     Participating Broker-Dealers shall suspend use of such prospectus, and the
     period of effectiveness of the Shelf Registration Statement provided for in
     Section 2(b) above and the Exchange Offer Registration Statement provided
     for in Section 1 above shall each be extended by the number of days from
     and including the date of the giving of such notice to and including the
     date when the Initial Purchasers, the Holders of the Securities and any
     known Participating Broker-Dealer shall have received such amended or
     supplemented prospectus pursuant to this Section 3(j).

         (k) Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Initial
     Securities, the Exchange Securities or the Private Exchange Securities, as
     the case may be, and provide the applicable trustee with printed
     certificates for the Initial Securities, the Exchange Securities or the
     Private Exchange Securities, as the case may be, in a form eligible for
     deposit with The Depository Trust Company.

         (l) The Company will use its reasonable best efforts to comply with all
     rules and regulations of the Commission to the extent and so long as they
     are applicable to the Registered

                                       7


     Exchange Offer or the Shelf Registration and will make generally available
     to its security holders (or otherwise provide in accordance with Section
     11(a) of the Securities Act) an earnings statement satisfying the
     provisions of Section 11(a) of the Securities Act, no later than 45 days
     after the end of a 12-month period (or 90 days, if such period is a fiscal
     year) beginning with the first month of the Company's first fiscal quarter
     commencing after the effective date of the Registration Statement, which
     statement shall cover such 12-month period.

         (m) The Company shall use its reasonable best efforts to cause the
     Indenture to be qualified under the Trust Indenture Act of 1939, as
     amended, in a timely manner and, in connection therewith, cooperate with
     the Trustee under the Indenture and the Holders of Securities to effect
     such changes to the Indenture as may be required for such qualification. In
     the event that such qualification would require the appointment of a new
     trustee under the Indenture, the Company shall appoint a new trustee
     thereunder pursuant to the applicable provisions of the Indenture.

         (n) The Company may require each Holder of Securities to be sold
     pursuant to the Shelf Registration Statement to furnish to the Company such
     information regarding the Holder and the distribution of the Securities as
     the Company may from time to time reasonably require for inclusion in the
     Shelf Registration Statement, and the Company may exclude from such
     registration the Securities of any Holder that fails to furnish such
     information within a reasonable time after receiving such request.

         (o) The Company shall enter into such customary agreements (including,
     if requested, an underwriting agreement in customary form) and take all
     such other action, if any, as any Holder of the Securities shall reasonably
     request in order to facilitate the disposition of the Securities pursuant
     to any Shelf Registration.

         (p) In the case of any Shelf Registration, the Company shall (i) make
     available at reasonable times and upon reasonable notice for inspection by
     a representative of the Holders of a majority in aggregate principal amount
     of the Securities being sold, any underwriter participating in any
     disposition pursuant to the Shelf Registration Statement and any attorney,
     accountant or other agent retained by the Holders of the Securities or any
     such underwriter all relevant financial and other records, pertinent
     corporate documents and properties of the Company and (ii) cause the
     Company's officers, directors, employees, accountants and auditors to
     supply all relevant information reasonably requested by the Holders of the
     Securities or any such underwriter, attorney, accountant or agent in
     connection with the Shelf Registration Statement, in each case, as shall be
     reasonably necessary to enable such persons to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     provided, however, that the foregoing inspection and information gathering
     shall be coordinated on behalf of the Initial Purchasers by you and on
     behalf of the other parties, by one counsel designated by and on behalf of
     such other parties as described herein (which counsel shall be Latham &
     Watkins LLP or another law firm reasonably acceptable to the Company, such
     counsel being referred to herein as the "SPECIAL COUNSEL"); provided,
     further, however, that, as a condition to supplying such information, the
     Company shall receive an agreement in writing from such Special Counsel
     agreeing that any information that is designated in writing by the Company,
     in good faith, as confidential at the time of delivery of such information
     shall be kept confidential by such Special Counsel and any other person
     entitled to receive such information pursuant to this paragraph (p) unless
     (w) disclosure of such information is required pursuant to applicable law
     or by court or administrative order, (x) disclosure of such information is,
     in the reasonable opinion of counsel to the Company, necessary to avoid or
     correct a misstatement or omission of a material fact in any Registration
     Statement, prospectus or any supplement or post-effective amendment thereto
     or disclosure is otherwise required by law, (y) such information becomes
     generally available to the public other than as a result of a disclosure by
     such counsel or any other person entitled to receive such information
     pursuant to this paragraph


                                       8


     (p) in violation of this proviso or (z) such information is approved for
     release by the Company in writing.

         (q) In the case of any Shelf Registration, the Company, if requested by
     any Holder of Securities covered thereby, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders and the managing underwriters, if
     any, thereof and dated, in the case of the initial opinion, the effective
     date of such Shelf Registration Statement (it being agreed that the matters
     to be covered by such opinion shall include, without limitation, the due
     incorporation and good standing of the Company and its "significant
     subsidiaries" (as defined in Rule 1-02(w) of Regulation S-X); the
     qualification of the Company and its significant subsidiaries to transact
     business as foreign corporations; the due authorization, execution and
     delivery of the relevant agreement of the type referred to in Section 3(o)
     hereof; the due authorization, execution, authentication and issuance, and
     the validity and enforceability, of the applicable Securities; the absence
     of material legal or governmental proceedings involving the Company and its
     significant subsidiaries; the absence of governmental approvals required to
     be obtained in connection with the Shelf Registration Statement, the
     offering and sale of the applicable Securities, or any agreement of the
     type referred to in Section 3(o) hereof; the compliance as to form of such
     Shelf Registration Statement and any documents incorporated by reference
     therein and of the Indenture with the requirements of the Securities Act
     and the Trust Indenture Act, respectively; and, as of the date of the
     opinion and as of the effective date of the Shelf Registration Statement or
     most recent post-effective amendment thereto, as the case may be, the
     absence from such Shelf Registration Statement and the prospectus included
     therein, as then amended or supplemented, and from any documents
     incorporated by reference therein, if applicable, of an untrue statement of
     a material fact or the omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading (in the case of any such documents, in the light of the
     circumstances existing at the time that such documents were filed with the
     Commission under the Exchange Act); (ii) its officers to execute and
     deliver all customary documents and certificates and updates thereof
     requested by any underwriters of the applicable Securities; and (iii) its
     independent public accountants and the independent public accountants with
     respect to any other entity, if any, for which financial information is
     provided in the Shelf Registration Statement to provide to the selling
     Holders of the applicable Securities and any underwriter therefor a comfort
     letter in customary form and covering matters of the type customarily
     covered in comfort letters in connection with underwritten offerings,
     subject to receipt of appropriate documentation as contemplated, and only
     if permitted, by Statement of Auditing Standards No. 72.

         (r) In the case of the Registered Exchange Offer, if requested by any
     Initial Purchaser or any known Participating Broker-Dealer, the Company
     shall cause (i) its counsel to deliver to such Initial Purchaser or such
     Participating Broker-Dealer a signed opinion in the form set forth in
     Section 6(c)-(e) of the Purchase Agreement with such changes as are
     customary in connection with the preparation of a Registration Statement
     and (ii) its independent public accountants and the independent public
     accountants with respect to any other entity, if any, for which financial
     information is provided in the Registration Statement to deliver to such
     Initial Purchaser or such Participating Broker-Dealer a comfort letter, in
     customary form, meeting the requirements as to the substance thereof as set
     forth in Section 6(a) of the Purchase Agreement, with appropriate date
     changes.

         (s) If a Registered Exchange Offer or a Private Exchange is to be
     consummated, upon delivery of the Initial Securities by Holders to the
     Company (or to such other Person as directed by the Company) in exchange
     for the Exchange Securities or the Private Exchange Securities, as the case
     may be, the Company shall mark, or caused to be marked, on the Initial
     Securities so exchanged that such Initial Securities are being canceled in
     exchange for the Exchange Securities

                                       9


     or the Private Exchange Securities, as the case may be; in no event shall
     the Initial Securities be marked as paid or otherwise satisfied.

         (t) The Company will use its reasonable best efforts to cause the
     Securities covered by any Registration Statement to continue to be rated by
     the rating agencies that initially rated the Securities during the period
     that any such Registration Statement is required hereunder to remain
     effective (it being acknowledged, however, that the foregoing shall not be
     deemed to require the Company to maintain the rating of such Securities at
     the rating initially given to the Securities).

         (u) In the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Securities or participate as a member of an
     underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "RULES") of the National
     Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company will
     assist such broker-dealer in complying with the requirements of such Rules,
     including, without limitation, by (i) if such Rules, including Rule 2720,
     shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the Registration
     Statement relating to such Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities, (ii) indemnifying any such qualified independent underwriter to
     the extent of the indemnification of underwriters provided in Section 5
     hereof and (iii) providing such information to such broker-dealer as may be
     required in order for such broker-dealer to comply with the requirements of
     the Rules.

         (v) The Company shall use its reasonable best efforts to take all other
     steps necessary to effect the registration of the Securities covered by a
     Registration Statement contemplated hereby.

         (w) Notwithstanding any other provision hereof, the Company may
     postpone or suspend the filing or the effectiveness of a Registration
     Statement (or any amendments or supplements thereto) if (i) such action is
     required by applicable law or (ii) such action is taken by the Company in
     good faith and for valid business reasons (not including the avoidance of
     the Company's obligations hereunder), including the acquisition or
     divestiture of assets, other pending corporate developments, public filings
     with the Commission or other similar events, so long as the Company
     promptly thereafter complies with the requirements of Section 3(j) hereof,
     if applicable. Notwithstanding the occurrence of any event referred to in
     the immediately preceding sentence (each such occurrence, a "SUSPENSION"),
     no such Suspension shall suspend, postpone or in any other manner affect
     the running of the time period after which a Registration Default shall be
     deemed to occur and, if the filing or effectiveness of any such
     Registration Statement is postponed or suspended as a result of a
     Suspension, a Registration Default shall nonetheless exist if all other
     requirements required for the occurrence of a Registration Default shall
     then be satisfied, and the provisions of Section 6 hereof requiring the
     accrual and payment of Additional Interest, as set forth in such Section,
     on the Securities shall be payable.

     4. Registration Expenses.

         (a) All expenses incident to the Company's performance of and
     compliance with this Agreement will be borne by the Company, regardless of
     whether a Registration Statement is ever filed or becomes effective,
     including without limitation;

               (i) all registration and filing fees and expenses;

                                       10


               (ii) all fees and expenses of compliance with federal securities
         and state "blue sky" or securities laws;

               (iii) all expenses of printing (including printing certificates
         for the Securities to be issued in the Registered Exchange Offer and
         the Private Exchange and printing of Prospectuses), messenger and
         delivery services and telephone;

               (iv) all fees and disbursements of counsel for the Company; and

               (v) all fees and disbursements of independent certified public
         accountants of the Company (including the expenses of any special audit
         and comfort letters required by or incident to such performance).

     The Company will bear its internal expenses (including, without limitation,
     all salaries and expenses of its officers and employees performing legal or
     accounting duties), the expenses of any annual audit and the fees and
     expenses of any person, including special experts, retained by the Company.

         (b) In connection with any Registration Statement required by this
     Agreement, the Company will reimburse the Initial Purchasers and the
     Holders of Transfer Restricted Securities who are tendering Initial
     Securities in the Registered Exchange Offer and/or selling or reselling
     Securities pursuant to the "Plan of Distribution" contained in the Exchange
     Offer Registration Statement or the Shelf Registration Statement, as
     applicable, for the reasonable fees and disbursements of the Special
     Counsel.

     5.  Indemnification.

         (a) The Company agrees to indemnify and hold harmless each Holder of
     the Securities, any Participating Broker-Dealer and each person, if any,
     who controls such Holder or such Participating Broker-Dealer within the
     meaning of the Securities Act or the Exchange Act (each Holder, any
     Participating Broker-Dealer and such controlling persons are referred to
     collectively as the "INDEMNIFIED PARTIES") from and against any losses,
     claims, damages or liabilities, joint or several, or any actions in respect
     thereof (including, but not limited to, any losses, claims, damages,
     liabilities or actions relating to purchases and sales of the Securities)
     to which each Indemnified Party may become subject under the Securities
     Act, the Exchange Act or otherwise, insofar as such losses, claims,
     damages, liabilities or actions arise out of or are based upon any untrue
     statement or alleged untrue statement of a material fact contained in a
     Registration Statement or prospectus or in any amendment or supplement
     thereto or in any preliminary prospectus relating to a Shelf Registration,
     or arise out of, or are based upon, the omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein not misleading, and shall reimburse, as
     incurred, the Indemnified Parties for any legal or other expenses
     reasonably incurred by them in connection with investigating or defending
     any such loss, claim, damage, liability or action in respect thereof;
     provided, however, that (i) the Company shall not be liable in any such
     case to the extent that such loss, claim, damage or liability arises out of
     or is based upon any untrue statement or alleged untrue statement or
     omission or alleged omission made in a Registration Statement or prospectus
     or in any amendment or supplement thereto or in any preliminary prospectus
     relating to a Shelf Registration in reliance upon and in conformity with
     written information pertaining to such Holder and furnished to the Company
     by or on behalf of such Holder specifically for inclusion therein and (ii)
     with respect to any untrue statement or omission or alleged untrue
     statement or omission made in any preliminary prospectus relating to a
     Shelf Registration Statement, the indemnity agreement contained in this
     subsection (a) shall not inure to the benefit of any Holder or
     Participating Broker-Dealer from whom the person asserting any such losses,
     claims, damages or liabilities purchased the Securities

                                       11


     concerned, to the extent that a prospectus relating to such Securities was
     required to be delivered by such Holder or Participating Broker-Dealer
     under the Securities Act in connection with such purchase and any such
     loss, claim, damage or liability of such Holder or Participating
     Broker-Dealer results from the fact that there was not sent or given to
     such person, at or prior to the written confirmation of the sale of such
     Securities to such person, a copy of the final prospectus if the Company
     had previously furnished copies thereof to such Holder or Participating
     Broker-Dealer; provided further, however, that this indemnity agreement
     will be in addition to any liability which the Company may otherwise have
     to such Indemnified Party. The Company shall also indemnify underwriters,
     their officers and directors and each person who controls such underwriters
     within the meaning of the Securities Act or the Exchange Act to the same
     extent as provided above with respect to the indemnification of the Holders
     of the Securities if requested by such Holders.

         (b) Each Holder of the Securities, severally and not jointly, will
     indemnify and hold harmless the Company and each person, if any, who
     controls the Company within the meaning of the Securities Act or the
     Exchange Act from and against any losses, claims, damages or liabilities or
     any actions in respect thereof, to which the Company or any such
     controlling person may become subject under the Securities Act, the
     Exchange Act or otherwise, insofar as such losses, claims, damages,
     liabilities or actions arise out of or are based upon any untrue statement
     or alleged untrue statement of a material fact contained in a Registration
     Statement or prospectus or in any amendment or supplement thereto or in any
     preliminary prospectus relating to a Shelf Registration, or arise out of or
     are based upon the omission or alleged omission to state therein a material
     fact necessary to make the statements therein not misleading, but in each
     case only to the extent that the untrue statement or omission or alleged
     untrue statement or omission was made in reliance upon and in conformity
     with written information pertaining to such Holder and furnished to the
     Company by or on behalf of such Holder specifically for inclusion therein;
     and, subject to the limitation set forth immediately preceding this clause,
     shall reimburse, as incurred, the Company for any legal or other expenses
     reasonably incurred by the Company or any such controlling person in
     connection with investigating or defending any loss, claim, damage,
     liability or action in respect thereof. This indemnity agreement will be in
     addition to any liability which such Holder may otherwise have to the
     Company or any of its controlling persons.

         (c) Promptly after receipt by an indemnified party under this Section 5
     of notice of the commencement of any action or proceeding (including a
     governmental investigation), such indemnified party will, if a claim in
     respect thereof is to be made against the indemnifying party under this
     Section 5, notify the indemnifying party of the commencement thereof;
     provided, however, that the omission so to notify the indemnifying party
     (i) shall not relieve the indemnifying party from any obligations to any
     indemnified party other than the indemnification obligation provided in
     paragraph (a) or (b) above. In case any such action is brought against any
     indemnified party, and it notifies the indemnifying party of the
     commencement thereof, the indemnifying party will be entitled to
     participate therein and, to the extent that it may wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof the
     indemnifying party will not be liable to such indemnified party under this
     Section 5 for any legal or other expenses, other than reasonable costs of
     investigation, subsequently incurred by such indemnified party in
     connection with the defense thereof; provided, however, that the
     indemnified party shall have the right to employ counsel to represent the
     indemnified party and their respective controlling persons who may be
     subject to liability arising out of any claim in respect of which indemnity
     may be sought by the indemnified party against the indemnifying party under
     this Section 5 if the employment of such counsel shall have been authorized
     in writing by the indemnifying party in connection with the defense of such
     action, if in the written opinion of counsel to either the

                                       12


     indemnifying party or the indemnified party, representation of both parties
     by the same counsel would be inappropriate due to actual or likely
     conflicts of interest between them or the indemnifying party shall have
     failed to employ counsel within a reasonable period of time, and in that
     event the fees and expenses of one firm of separate counsel (in addition to
     the fees and expenses of one firm of local counsel in each applicable
     jurisdiction) shall be paid by the indemnifying party. No indemnifying
     party shall, without the prior written consent of the indemnified party,
     effect any settlement of any pending or threatened action in respect of
     which any indemnified party is or could have been a party and indemnity
     could have been sought hereunder by such indemnified party unless such
     settlement (i) includes an unconditional release of such indemnified party
     from all liability on any claims that are the subject matter of such
     action, and (ii) does not include a statement as to or an admission of
     fault, culpability or a failure to act by or on behalf of any indemnified
     party.

         (d) If the indemnification provided for in this Section 5 is
     unavailable or insufficient to hold harmless an indemnified party under
     subsections (a) or (b) above, then each indemnifying party shall contribute
     to the amount paid or payable by such indemnified party as a result of the
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to in subsection (a) or (b) above in such proportion as is
     appropriate to reflect the relative fault of the indemnifying party or
     parties on the one hand and the indemnified party on the other in
     connection with the statements or omissions that resulted in such losses,
     claims, damages or liabilities (or actions in respect thereof) as well as
     any other relevant equitable considerations. The relative fault of the
     parties shall be determined by reference to, among other things, whether
     the untrue or alleged untrue statement of a material fact or the omission
     or alleged omission to state a material fact relates to information
     supplied by the Company on the one hand or such Holder or such other
     indemnified party, as the case may be, on the other, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission. The amount paid by an
     indemnified party as a result of the losses, claims, damages or liabilities
     referred to in the first sentence of this subsection (d) shall be deemed to
     include any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any action or claim
     which is the subject of this subsection (d). Notwithstanding any other
     provision of this Section 5(d), the Holders of the Securities shall not be
     required to contribute any amount in excess of the amount by which the net
     proceeds received by such Holders from the sale of the Securities pursuant
     to a Registration Statement exceeds the amount of damages which such
     Holders have otherwise been required to pay by reason of such untrue or
     alleged untrue statement or omission or alleged omission. No person guilty
     of fraudulent misrepresentation (within the meaning of Section 11(f) of the
     Securities Act) shall be entitled to contribution from any person who was
     not guilty of such fraudulent misrepresentation. For purposes of this
     paragraph (d), each person, if any, who controls such indemnified party
     within the meaning of the Securities Act or the Exchange Act shall have the
     same rights to contribution as such indemnified party and each person, if
     any, who controls the Company within the meaning of the Securities Act or
     the Exchange Act shall have the same rights to contribution as the Company.

         (e) The agreements contained in this Section 5 shall survive the sale
     of the Securities pursuant to a Registration Statement and shall remain in
     full force and effect, regardless of any termination or cancellation of
     this Agreement or any investigation made by or on behalf of any indemnified
     party.

     6. Additional Interest Under Certain Circumstances.

         (a) Additional interest (the "ADDITIONAL INTEREST") with respect to
     each Transfer Restricted Security shall be assessed as follows if either of
     the following events occur (each such event in clauses (i) and (ii) below
     being herein called an "REGISTRATION DEFAULT"):

                                       13


               (i) any Registration Statement required by this Agreement is not
         declared effective by the Commission on or prior to the applicable
         Effectiveness Deadline; or

               (ii) on and after the applicable Effectiveness Deadline (plus an
         additional 30 days in respect of the Exchange Offer Registration
         Statement), any Registration Statement required by this Agreement has
         been declared effective by the Commission but (A) such Registration
         Statement thereafter ceases to be effective or (B) such Registration
         Statement or the related prospectus ceases to be usable in connection
         with resales of Transfer Restricted Securities during the periods
         specified herein because (1) any event occurs as a result of which the
         related prospectus forming part of such Registration Statement would
         include any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein in the light of
         the circumstances under which they were made not misleading, (2) it
         shall be necessary to amend such Registration Statement or supplement
         the related prospectus to comply with the Securities Act or the
         Exchange Act or the respective rules thereunder or (3) of a Suspension
         by the Company in accordance with Section 3(w) hereof.

     Each of the foregoing will constitute a Registration Default whatever the
     reason for any such event and whether it is voluntary or involuntary or is
     beyond the control of the Company or pursuant to operation of law or as a
     result of any action or inaction by the Commission .

     Additional Interest shall accrue on each Transfer Restricted Security over
     and above the interest set forth in the title of such Transfer Restricted
     Security from and including the date on which any such Registration Default
     shall occur to but excluding the date on which all such Registration
     Defaults have ceased to be continuing, at a rate of 0.50% per annum (the
     "ADDITIONAL INTEREST RATE").

         (b) A Registration Default referred to in Section 6(a)(ii) hereof shall
     be deemed not to have occurred and be continuing in relation to a Shelf
     Registration Statement or the related prospectus if (i) such Registration
     Default has occurred solely as a result of (x) the filing of a
     post-effective amendment to such Shelf Registration Statement to
     incorporate annual audited financial information with respect to the
     Company where such post-effective amendment is not yet effective and needs
     to be declared effective to permit Holders to use the related prospectus or
     (y) other material events with respect to the Company that would need to be
     described in such Shelf Registration Statement or the related prospectus
     and (ii) in the case of clause (y), the Company is proceeding promptly and
     in good faith to amend or supplement such Shelf Registration Statement and
     related prospectus to describe such events; provided, however, that in any
     case if such Registration Default occurs for a continuous period in excess
     of 30 days, Additional Interest shall be payable in accordance with the
     above paragraph from the date of such Registration Default until such
     Registration Default ceases.

         (c) Notwithstanding the foregoing, the Company shall not be required to
     pay the Additional Interest required pursuant to paragraph (a) above to a
     Holder of Transfer Restricted Securities if the applicable Registration
     Default arises by reason of the failure of such Holder to provide such
     information as (i) the Company may reasonably request, with reasonable
     prior written notice, for use in the Shelf Registration Statement or any
     prospectus included therein to the extent the Company reasonably determines
     that such information is required to be included therein by applicable law,
     (ii) the NASD or the Commission may request in connection with such Shelf
     Registration Statement or (iii) is required to comply with the agreements
     of such Holder contained in Section 3(a) to the extent compliance thereof
     is necessary for the Shelf Registration Statement to be declared effective.

                                       14


         (d) Any amounts of Additional Interest due pursuant to Section 6(a)
     will be payable in cash on the regular interest payment dates with respect
     to the Securities. The amount of Additional Interest will be determined by
     multiplying the applicable Additional Interest Rate by the principal amount
     of the Securities and further multiplied by a fraction, the numerator of
     which is the number of days such Additional Interest Rate was applicable
     during such period (determined on the basis of a 360-day year comprised of
     twelve 30-day months), and the denominator of which is 360.

         (e) "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the
     date on which such Security has been exchanged by a person other than a
     broker-dealer for a freely transferable Exchange Security in the Registered
     Exchange Offer, (ii) following the exchange by a broker-dealer in the
     Registered Exchange Offer of an Initial Security for an Exchange Security,
     the date on which such Exchange Security is sold to a purchaser who
     receives from such broker-dealer on or prior to the date of such sale a
     copy of the prospectus contained in the Exchange Offer Registration
     Statement, (iii) the date on which such Security has been effectively
     registered under the Securities Act and disposed of in accordance with the
     Shelf Registration Statement or (iv) the date on which such Security is
     distributed to the public pursuant to Rule 144 under the Securities Act or
     is saleable pursuant to Rule 144(k) under the Securities Act.

     7. Rules 144 and 144A. The Company agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act,
to make available, upon request of any Holder, to such Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and
any prospective purchaser of such Transfer Restricted Securities designated by
such Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

     8. Underwritten Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
subject to the proviso in Section 3(o) hereof, the investment banker or
investment bankers and manager or managers that will administer the offering
("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Securities to be included
in such offering and will be reasonably acceptable to the Company.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

     9.  Miscellaneous.

         (a) Remedies. The Company acknowledges and agrees that any failure by
     the Company to comply with its obligations under Section 1 and 2 hereof may
     result in material irreparable injury to the Initial Purchasers or the
     Holders for which there is no adequate remedy at law, that it will not be
     possible to measure damages for such injuries precisely and that, in the
     event of any such failure, the Initial Purchasers or any Holder may obtain
     such relief as may be required to specifically enforce the Company's
     obligations under Sections 1 and 2 hereof. The Company further agrees to
     waive the defense in any action for specific performance that a remedy at
     law would be adequate.

                                       15


         (b) No Inconsistent Agreements. The Company will not on or after the
     date of this Agreement enter into any agreement with respect to its
     securities that is inconsistent with the rights granted to the Holders in
     this Agreement or otherwise conflicts with the provisions hereof. The
     Company hereby represents that the rights granted to the Holders hereunder
     do not conflict with and are not inconsistent with the rights granted to
     the holders of the Company's securities under any agreement in effect on
     the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
     amended, modified or supplemented, and waivers or consents to departures
     from the provisions hereof may not be given, except by the Company and the
     written consent of the Holders of a majority in principal amount of the
     Securities affected by such amendment, modification, supplement, waiver or
     consents; provided, however, that, with respect to any matter that directly
     or indirectly adversely affects the rights of any Holder of Transfer
     Restricted Securities occurring within the period in which any Registration
     Statement is effective for such Holder, the Company shall obtain the
     written consent of each such Holder against which such amendment,
     modification, supplement, waiver, consent or departure is to be effective.
     Notwithstanding the foregoing (except of the foregoing proviso), a waiver
     or consent to departure from the provisions hereof with respect to a matter
     that relates exclusively to the rights of any Holder of Securities whose
     Securities are being sold or exchanged pursuant to a Registration Statement
     and that does not directly or indirectly adversely affect the rights of any
     other Holder of Securities may be given by Holders of at least a majority
     in aggregate principal amount of the Securities being sold or exchanged by
     such holders pursuant to such Registration Statement; provided, however,
     that the provisions of this sentence may not be amended, modified or
     supplemented except in accordance with the provisions of the immediately
     preceding sentence. Without the consent of the Holder of each Security,
     however, no modification may change the provisions relating to the payment
     of Additional Interest.

         (d) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand delivery, first-class
     mail, facsimile transmission, or air courier which guarantees overnight
     delivery:

               (1) if to a Holder of the Securities, at the most current address
         given by such Holder to the Company.

               (2) if to the Initial Purchasers;

               Credit Suisse First Boston LLC
               Eleven Madison Avenue
               New York, NY 10010-3629
               Fax No.:   (212) 325-8278
               Attention: Transactions Advisory Group

         with a copy to:

               Latham & Watkins LLP
               885 Third Avenue, Suite 1000
               New York, NY 10022-4802
               Fax No.: (212) 751-4864
               Attention: Jonathan R. Rod

               (3) if to the Company, at its address as follows:


                                       16



               MidAmerican Energy Holdings Company
               666 Grand Avenue
               Des Moines, IA 50303
               Fax No.: 402-345-9318
               Attention: General Counsel

         with a copy to:

               Willkie Farr & Gallagher
               787 Seventh Avenue
               New York, NY 10019
               Fax No.: 212-728-8111
               Attention: Peter J. Hanlon

               All such notices and communications shall be deemed to have been
         duly given: at the time delivered by hand, if personally delivered;
         three business days after being deposited in the mail, postage prepaid,
         if mailed; when receipt is acknowledged by recipient's facsimile
         machine operator, if sent by facsimile transmission; and on the day
         delivered, if sent by overnight air courier guaranteeing next day
         delivery.


         (e) Third Party Beneficiaries. The Holders shall be third party
     beneficiaries to the agreements made hereunder between the Company, on the
     one hand, and the Initial Purchasers, on the other, and shall have the
     right to enforce such agreements directly to the extent they may deem such
     enforcement necessary or advisable to protect their rights or the rights of
     Holders hereunder.

         (f) Successors and Assigns. This Agreement shall be binding upon the
     Company and its successors and assigns.

         (g) Counterparts. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be an original and all of which
     taken together shall constitute one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

         (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
     PRINCIPLES OF CONFLICTS OF LAWS.

         (j) Severability. If any one or more of the provisions contained
     herein, or the application thereof in any circumstance, is held invalid,
     illegal or unenforceable, the validity, legality and enforceability of any
     such provision in every other respect and of the remaining provisions
     contained herein shall not be affected or impaired thereby.

         (k) Securities Held by the Company. Whenever the consent or approval of
     Holders of a specified percentage of principal amount of Securities is
     required hereunder, Securities held by the Company or its affiliates (other
     than subsequent Holders of Securities if such subsequent Holders are deemed
     to be affiliates solely by reason of their holdings of such Securities)
     shall not be counted in determining whether such consent or approval was
     given by the Holders of such required percentage.

                                       17


         (l) Submission to Jurisdiction. Each of the parties hereto hereby
     submits to the non-exclusive jurisdiction of the Federal and State Courts
     of the Borough of Manhattan in the City of New York in any suit or
     proceeding arising out of or relating to this Agreement or the transactions
     contemplated hereby.















                                       18




     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers and the Company in accordance with its terms.


                                         Very truly yours,

                                         MIDAMERICAN ENERGY HOLDINGS COMPANY


                                         By: /s/ Douglas L. Anderson
                                            -----------------------------------
                                            Name:  Douglas L. Anderson
                                            Title: Senior Vice President and
                                                   General Counsel

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON LLC
ABN AMRO INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
BNP PARIBAS SECURITIES CORP.

By:  CREDIT SUISSE FIRST BOSTON LLC


By: /s/ Bruce MacLennan
   ----------------------------------
Name:  Bruce MacLennan
Title: Director



                         (Registration Rights Agreement)



                                                                         ANNEX A





     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 120 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."






                                                                         ANNEX B





     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Initial Securities, where such Initial Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."








                                                                         ANNEX C





                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 120 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until         , 200 , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     For a period of 120 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

----------------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the inside front cover page of the Exchange Offer prospectus below the
Table of Contents.




                                                                         ANNEX D


[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL SECURITIES
FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

[ ] CHECK HERE IF YOU ARE NOT SUCH A BROKER-DEALER BUT ARE A QUALIFIED
INSTITUTIONAL BUYER OR OTHERWISE RECEIVED THE INITIAL SECURITIES IN A
TRANSACTION OR SERIES OF TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


           Name:
                    -----------------------------------
           Address:
                    -----------------------------------




If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.





                                                                      SCHEDULE A


Additional Initial Purchasers:


        ABN AMRO Incorporated

        Banc One Capital Markets, Inc.

        BNP Paribas Securities Corp.